Prod 88 (Rev. 8/93)
Paid Up
OIL GAS AND MINERAL LEASE
THIS LEASE AGREEMENT is made effective the 11* day of May, 2008, between
ANTHONY R. BARRON AND WIFE, MARGARET L. WATKINS
as the Lessor (whether one or more), whose address is 4904 Cedar Springs Dr., Fort Worth, TX 7G179,
and RANGE TEXAS PRODUCTION, L.L.C., as Lessee, whose address is 100 Throckmorton Street, Suite 1200, Fort Worth, TX 76102.
Alf printed portions of this lease were prepared by Lessee, but all other provisions (including the completion of blank spaces) were prepared jointly by Lessor and Lessee.
1- Description. Lessor, in consideration of Ten and No/100 Dollars {$10.00 & OGVC), in hand paid, of the royalties herein provided and the covenants herein contained,
hereby grants, leases and lets exclusively to Lessee, for the purpose of exploring for, developing, producing and marketing oil and gas, along with all hydrocarbon and
nonhydrocarbon substances produced in association therewith including helium, carbon dioxide and other commercial gases as well as hydrocarbon gases (referred to herein as
"covered minerals"), the following described land (the leased premises") in TARRANT County, Texas, to-wit:
Lot 22 R, Block 20, Twin Mills, Phase I, an Addition to the City of Fort Worth, Tarrant County, Texas, a part of the Benjamin
Thomas Survey, A-1497, according to the plat recorded in Cabinet A, Slide 1289, Plat Records of Tarrant County, Texas.
No Surface Operations. It is understood and agreed that there shall be no operations of any kind conducted on the
surface of the leased premises, without the express written consent of Lessor.
This lease also covers all interest in the leased premises now or hereafter owned or claimed by Lessor and any accretions and small strips or parcels of land owned or
claimed by Lessor which are contiguous or adjacent to the leased premises whether or not such parcels are known to exist by Lessor or Lessee, and for the aforementioned
consideration, Lessor agrees to execute at Lessee's request any additional or supplemental instruments for a more complete or accurate description of the land so covered. For
the purpose of determining the amount of any rentals, royalties, and shut-in royalties hereunder, said land shall be deemed to be comprised of 0.20 acre, whether it actually
comprises more or less.
2. Term of Lease. This leaseshall be in force for a primary term of two (2) years from the effective date hereof, and for as long thereafter as a covered mineral is produced
in paying quantities from the leased premises or this lease is otherwise maintained in effect pursuant to the provisions hereof.
3. Royalty. Royalties on covered minerals produced and saved hereunder shall be paid by Lessee to Lessor as follows: (a) For oil and other liquid hydrocarbons separated
at Lessee's field separator facilities, the royalty shall be twenty-three and one-half percent (25.50%) of such production, to be delivered at Lessee's option to Lessor at the
wellhead or to Lessor's credit at the oil purchaser's transportation facilities, provided that Lessee shall have the continuing right to purchase such production at the wellhead
posted price then prevailing in the same field (or if there is no such price then prevailing in the same field, then in trie nearest field in which there is such a prevailing price) for
production of similar grade and gravity less a proportionate part of ad valorem taxes and production, severance, or other excise taxes, (b) for gas (including casinghead gas) and all
other covered minerals, the royalty shall be twenty-three and one-half percent ( 23.50%) of the net proceeds realized by Lessee from the sale thereof, less a proportionate part of
ad valorem taxes and production, severance, or other excise taxes, provided that Lessee shall have the continuing right to purchase such production at the prevailing wellhead
market price paid for production of similar quality in the same field (or if there is no such price then prevailing in the same field, then in the nearest field in which there is such a
prevailing price) less a proportionate part of ad valorem taxes and production, severance, or other excise taxes and (c) if at the expiration of the primary term or at any time or
times after the primary term herein, there is a well or wells capable of producing oil or gas in paying quantities on leased premises or land or leases pooled therewith but oil or gas
is not being sold or used and this lease is not then being maintained by production, operations or otherwise, this lease shall not terminate, (unless released by the Lessee), and it
shall nevertheless be considered that oil and/or gas is being produced from leased premises within the meaning of Paragraph 2 herein. However, in this event. Lessee shall pay
or tender as shut-in royalty to Lessor, a sum determined by multiplying one dollar ($1.00) per acre for each acre then covered by this lease, provided however, in the event said
well is located on a unit comprised of all or a portion of leased premises and other land or leases a sum determined by multiplying one dollar ($1.00) per acre for each acre of
leased premises included in such unit on which said shut-in well is located. Such shut-in royalty payment shall be due on or before the expiration of ninety (90) days after (a) the
expiration of the primary term, or (b) the date of completion of such well, or (c) the date on which oil or gas ceases to be sold or used, or (d) the date this lease is included in a unit
on which a well has been previously completed and shut-in or (e) the date the lease ceases to be otherwise maintained, whichever be the later date. It is understood and agreed
that no shut-in royalty payments shall be due during the primary term. In like manner and upon like payments or tenders on or before the next ensuing anniversary of the due date
for said payment, the Lessee shall continue to pay such shut-in royalty for successive periods of one (1) year each until such time as this lease is maintained by production or
operations. However, if actual production commences within the applicable 90 day period, a shut-in royalty payment shall not be required or, if a shut-in royalty payment is
tendered, no additional shut-in payment will be due until the next ensuing anniversary of the due date for said tendered payment regardless of how many times actual production
may be commenced and shut-in during such one (1) year period. Lessee's failure to pay or tender or to properly or timely pay or tender any such sum as shut-in royalty shall
render Lessee liable for the amount due but it shall not operate to terminate this lease. Lessee agrees to use reasonable diligence to produce, utilize or market the minerals
capable of being produced from said wells, but in the exercise of such diligence, Lessee shall not be obligated to install or furnish facilities, other than well facilities and ordinary
lease facilities of flowline, separator, and lease tank, and shall not be required to settle labor trouble or to market gas upon terms unacceptable to Lessee. If at any time Lessee
pays or tenders royalty or shut-in royalty as hereinabove provided, two (2) or more parties are, or claim to be, entitled to receive same, Lessee may, in lieu of any other method of
payment herein provided, pay or tender such royalty or shut-in royalty, in the manner above specified, either jointly to such parties or separately to each in accordance with their
respective ownerships thereof, as Lessee may elect. Payments to Lessor under this lease shall be made to the address of Lessor listed above.
4. Operations. If, at or after expiration of the primary term, this lease is not otherwise being maintained but Lessee is then engaged in drilling, reworking or other operations
calculated to obtain or restore production from the leased premises, or lands pooled therewith, this tease shall remain in effect so long as such operations are conducted with no
cessation of more than 90 consecutive days and. if such operations result in the production of a covered mineral, as long thereafter as there is production from the leased
premises. If, after expiration of the primary term. Lessee drills a dry hole on the leased premises or if ail production of covered minerals should permanently cease from any cause
either voluntary or involuntary (and if this lease is not otherwise being maintained), this lease shall remain in effect if Lessee commences drilling, reworking or other operations on
the leased premises within 90 days thereafter. After production has been established on the leased premises, Lessee shall drill such additional wells as a reasonably prudent
operator would drill under the same or similar circumstances to (a) develop the leased premises as to formations then capable of producing in paying quantities on the leased
premises or (b) protect the leased premises from uncompensated drainage by a well producing a covered mineral in paying quantities located within 330 feet of and draining the
leased premises. There shall be no covenant to drill exploratory wells or any additional wells except as expressly provided heroin.
5. Pooling. Lessee shall have the continuing recurring right, but not the obligation, to pool all or any part of die leased premises or interest therein with any other lands,
leases or interests, as to any or all depths or zones, and as to any or all covered minerals, either before or after the commencement of production, whenever Lessee deems it
necessary or proper to do so in order to prudently explore, develop or operate the leased premises, whether or not similar pooling authority exists with respect to such other lands,
leases or interests. A unit formed by such pooling for an oil well which is not a horizontal completion shall not exceed 80 acres plus a maximum acreage tolerance of 10%, and for
an oil well which is a horizontal completion or a gas well shall not exceed 640 acres plus a maximum acreage tolerance of 10%; and for an oil well which is a horizontal
completion or a gas well shall not exceed 640 acres plus a maximum acreage tolerance of 10%; provided that larger units may be formed for an oil well or gas well, whether or
not horizontally completed, in order to conform to any well spacing or density pattern permitted by any governmental authority having jurisdiction over such matters. The terms
"oil well" and "gas weir shall have the meanings prescribed by applicable law or by regulations of the governmental authority which has jurisdiction over such matters. The term
"horizontal completion" shall mean an oil well or a gas well in which the horizontal component of the gross completion interval exceeds 100 feet in length. Lessee may pool or
combine the leased premises or any portions thereof, as above provided as to oil in any one or more strata and as to gas in any one or more strata. Units formed by pooling as to
any stratum or strata need not conform in size or area with units formed as to any other stratum or strata, and oil units need not conform as to area with gas units. To exercise its
pooling rights hereunder, Lessee shall file of record a written declaration describing the unit, and the effective date of pooling shall be the date of filing unless provided otherwise in
such declaration. Lessee wholly at its option may exercise its authority to pool either before or after commencing operations for or completing an oil or gas well on lands lying
within a unit and any unit may include, but is not required to include, lands or leases upon which a well producing or capable of producing oil or gas in paying quantities has
theretofore been completed, or upon which operations have theretofore been commenced. Production, drilling or reworking operations anywhere on a unit which includes all or
any part of the leased premises, regardless of whether such production was secured or such drilling or reworking operations were commenced before or after the execution of this
lease or the instrument designating the pooled unit, shall be treated for all purposes (except the payment of royalties on production from the pooled unit) as if there were
production, drilling or reworking operations on the leased premises and references herein to production from or operations on the leased premises shall be deemed to include
production from or operations on any portion of such pooled unit; provided that if after creation of a pooled unit a well is drilled on land within the unit area (other than the leased
premises) which well is not classified as the type of well for which the unit was created (oil, gas or other minerals as the case may be), such well shall be considered a dry hole for
purposes of applying the additional drilling and reworking provisions hereof. If a gas well on a gas unit, which includes all or a portion of the leased premises, is reclassified as an
oil well, with respect to all lands which are included within the unit (other than the lands on which the well is located), the date of such reclassification shall be considered as the
date of cessation of production for purposes of applying the provisions of this (ease covering additional drilling and reworking. The production on which Lessor's royalty is
calculated shall be that proportion of the total unit production which the net acreage covered by this lease and included in the unit bears to the total gross acreage in the unit, but
only to the extent thai such proportion of unit production is sold by Lessee. Pooling in one or more instances shall not exhaust Lessee's pooling rights hereunder, and Lessee
shall, without the joinder of Lessor, have the recurring right but not the obligation to revise any unit formed hereunder by expansion or contraction or both, either before or after
commencement of production, in order to conform to the well spacing or density pattern permitted by the governmental authority having jurisdiction, or to conform to any
productive acreage determination made by such governmental authority, or court order, or when to do so would, in the judgment of the Lessee, promote the conservation ot
covered minerals in and under and that may be produced from the leased premises. In making such a revision. Lessee shall file of record a written declaration describing the
revised unit and the effective date of the revision shall be the date of filing unless provided otherwise in such declaration. To the extent any portion of the leased premises is
included in or excluded from the unit by virtue of such revision, the proportion of unit production on which royalties are payable hereunder shall thereafter be adjusted accordingly,
and such adjustment shall be made effective as of the date of the revision. Lessee may at any time dissolve any unit formed hereunder by filing a written declaration describing
the unit, and the effective date of dissolution shall be the date of filing unless provided otherwise in such declaration. If this lease now or hereafter covers separate tracts, no
pooling or unitization of royalty interests as between any such separate tracts is intended or shall be implied or result from the inclusion of such separate tracts within the lease but
Prod 88 (Rev. 8/93)
Paid Up
Lessee shall nevertheless have the right to pool or unitize as provided In this paragraph with consequent allocation of the production as herein provided. Furthermore, the inclusion
or two or more separate tracts within the description of this lease shall not be construed as an offer by Lessor or Lessee to pool the royalty interest among the royalty owners of the
separate tracts. As used herein the words "separate tract" mean any tract with royalty ownership differing, now or hereafter, either as to parties or amounts, from that as to any
other part of the leased premises. Pooling hereunder shall not constitute a cross-conveyance of interests.
6. Ancillary Rights. In exploring for, developing, producing and marketing oil, gas and other substances covered hereby on the leased premises, in primary or enhanced
recovery, Lessor hereby grants and conveys to Lessee the right of ingress and egress along with the right to conduct such operations on the leased premises as may be
reasonably necessary for such purposes, including but not limited to geophysical operations, the drilling of wells, and the construction and use of roads, canals, pipelines, tanks,
water wells, disposal wells, injection wells, pits, electric and telephone lines, power stations, and other facilities deemed necessary by Lessee to discover, produce, store, treat and
transport production. In exploring, developing, producing or marketing from the leased premises, the ancillary rights granted herein shall apply (a) to the entire leased premises
described in Paragraph 1 above, notwithstanding any partial release or other partial termination of this lease; and (b) to any other lands in which Lessor now or hereafter has
authority to grant such rights in the vicinity of the leased premises. No surface location for a well shall be located less than 200 feet from any house or bam now on the leased
premises or other lands used by Lessee hereunder without Lessor's consent, and Lessee shall pay for actual damage caused by its operations to buildings and other
improvements now on the leased premises, or such other lands, and to the commercial timber and growing crops thereon. Lessee shall have the right at any time to remove its
fixtures, equipment and materials, including well casing, from the leased premises or such other lands during the term of this lease or within 180 days following the expiration
thereof. As a result of land development in the vicinity of the leased premesis, governmental rules or ordinances regarding well sites, and/or surface restrictions as may be set
forth in this lease and/or other leases in the vicinity, surface locations for well sites in the vicinity may be limited and Lessee may encounter difficulty securing surface locations)
for drilling, reworking or other operations. Therefore, since drilling, reworking or other operations are either restricted or not allowed on the leased premises or other leases in the
vicinity, it is agreed that any such operations conducted at a surface location off of the lease premises or off of lands with which the lease premises are pooled in accordance with
this lease, provided that such operations are associated with a directional well for the purpose of drilling, reworking, producing or other operations under the leased premises or
lands pooled therewith, shall for purposes of this lease be deemed operations conducted on the lease premises. Nothing contained in this paragraph is intended to modify any
surface restictions or pooling provisions or restrictions contained in this lease, except as expressly stated.
7. Ownership Changes. The interest of either Lessor or Lessee hereunder may be assigned, devised or otherwise transferred in whole or in part, by area or by depth or
zone, and the rights and obligations of the parties hereunder shall extend to their respective heirs, devisees, executors, administrators, successors and assigns. No change in
Lessor's ownership shall have the effect of reducing the rights or enlarging the obligations of Lessee hereunder, and no change in ownership shall be binding on Lessee until 60
days after Lessee has been furnished the original or certified or duty authenticated copies of the documents establishing such change of ownership to the satisfaction of the
Lessee. In the event of the death of any person entitled to shut-in royalties hereunder, Lessee may pay or tender such shut-in royalties to the credit of decedent or decedent's
estate. If at any time two or more persons are entitled to shut-in royalties hereunder. Lessee may pay or tender such shut-in royalties to such persons, either jointly or separately,
in proportion to the interest which each owns. If Lessee transfers its interest hereunder in whole or in part, Lessee shall be relieved of all obligations thereafter arising with respect
to transferred interest, and failure of the transferee to satisfy such obligations with respect to the transferred interest shall not affect the rights of Lessee with respect to any interest
not so transferred. If Lessee transfers a full or undivided interest in all or any portion of the area covered by this lease, the obligation to pay or tender shut-in royalties hereunder
shall be divided between Lessee and the transferee in proportion to the net acreage interest in this lease then held by each.
8- Warranty of Title. Lessor hereby warrants and agrees to defend title to the interest conveyed to Lessee hereunder. Lessee, at its option, may pay or discharge any tax,
mortgage or lien existing against the leased premises and, in the event that it does so, Lessee shall be subrogated to the rights of the party to whom payment is made and, in
addition to its other rights, may reimburse itself out of any royalties or shut-in royalties otherwise payable to Lessor hereunder. If Lessor owns less than the full mineral estate in all
or any part of the leased premises, payment of royalties and shut-in royalties hereunder shall be reduced proportionately to the amount that Lessor's interest in the leased
premises bears to the entire mineral estate in the leased premises.
9. Release of Lease. Lessee may, at any time and from time to time, deliver to the Lessor or file of record a written release of this Lease as to a full or undivided interest in
all or any portion of the leased premises or any depths or zones thereunder, and shall thereafter be relieved of all obligations thereafter arising with respect to the interest so
released. If Lessee releases all or an undivided interest in less than all of the area covered hereby, Lessee's obligation to pay or tender shut-in royalties shall be proportionately
reduced in accordance with the net acreage interest retained hereunder.
10. Regulation and Delay. Lessee's obligations under this lease, whether express or implied, shall be subject to all applicable laws, rules, regulations and orders of any
governmental authority having jurisdiction, including restrictions on the drilling and production of wells. Nothwithstanding the provisions of paragraph 2 above, when drilling,
reworking, production or other operations are prevented or delayed by such laws, rules, regulations or orders, or by inability to obtain necessary permits, equipment, services,
material, water, electricity, fuel, access or easements, or by fire, flood, adverse weather conditions, war, sabotage, rebellion, insurrection, riot, strike or labor disputes, or by
inability to obtain a satisfactory market for production or failure of purchasers or earners to take or transport such production, or by any other cause not reasonably within Lessee's
control (commonly referred to as "force majeure") mis lease shall not terminate because of such prevention or delay, and at Lessee's option, the period of such prevention or delay
shall be added to the term hereof. Lessee shall not be liable for breach of any provisions or implied covenants of this lease when drilling, production or other operations are so
prevented or delayed.
11 • Breach or Default. An alleged breach or default by Lessee of any obligation hereunder or the failure of Lessee to satisfy any condition or limitation contained herein
shall not work as a forfeiture or termination of this lease nor cause a termination or reversion of the estate created hereby nor be grounds for cancellation hereof in whole or in part,
and no litigation shall be initiated by Lessor with respect to any alleged breach or default by Lessee hereunder, for a period of at least ninety (90) days after Lessor has given
Lessee written notice fully describing the breach or default, and then only if Lessee fails to remedy or commence to remedy the breach or default within such period. In the event
the matter is litigated and there is a final judicial determination that a breach or default has occurred, this lease shall not be forfeited or canceled in whole or in part unless the
Lessee is given a reasonable time after said judicial determination to remedy the breach or default and Lessee fails to do so. Nothing in this instrument or in the relationship
created hereby shall be construed to establish a fiduciary relationship, a relationship of trust or confidence or a principle - agent relationship between Lessor and Lessee for any
purpose.
1 2. Right of First Refusal. In the event Lessor, during the primary term of this lease, receives a bona fide offer which Lessor is willing to accept from any party offering to
purchase, from Lessor, a new lease covering any or all of the substances covered by this lease and covering all or a portion of the leased premises, with the new lease becoming
effective upon expiration of this lease, Lessor agrees to notify Lessee in writng of said offer immediately, including in the notice the name and address of the offeror, the price
offered and all other pertinent terms and conditions of the offer. Lessee, for a period of twenty (20) days after Lessee's receipt of the notice shall have the prior and preferred right
and option to purchase a new lease, or part thereof, or interest therein, covered by the offer at the price and according to the terms and conditions specified in the offer.
IN WITNESS WHEREOF, this lease is executed effective the date first above written , and upon execution shall be binding upon the signatory party whether or not the lease
has been executed by all parties named herein as Lessor.
LESSOR:
ANTHONY Rf BARRON
MARG
ACKNOWLEDGMENT
STATE OF TEXAS
COUNTY OF TARRANT
This instrument was
acknowledged before me this / f^. day
of May, 2008, by
ftotary Public, State of Texas
itkins.
5™rl m TEXAS
Range Resources Corporation
100 Throckmorton St, Ste. 1200
Fort Worth, TX 761 02
RANGE RESOURCES CORPORATION
100 THROCKMORTON ST STE 1200
FT WORTH TX 76102
Submitter: CWC ENERGY INC
SUZANNE HENDERSON
TARRANT COUNTY CLERK
TARRANT COUNTY COURTHOUSE
100 WEST WEATHERFORD
FORT WORTH, TX 76196-0401
DO NOT DESTROY
WARN/NG - THIS IS PART OF THE OFFICIAL RECORD.
$20.00
D208285943
ANY PROVISION WHICH RESTRICTS THE SALE, RENTAL OR USE
OF THE DESCRIBED REAL PROPERTY BECAUSE OF COLOR OR
RACE IS INVALID AND UNENFORCEABLE UNDER FEDERAL LAW.
Printed by: MC